Notes

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1. DEFINITIONS
1. MELP shall mean MELP, UAB, company code 305615566, registered office address Klevų st. 10, LT-06248 Vilnius, Lithuania or any other MELP company established in the country where the MELP platform services are provided; MELP can be contacted by telephone at + 370 619 99994, e-mail <a href="mailto:[email protected]">[email protected]</a>
2. MELP Platform shall mean an online platform managed by MELP, available at <a href="https://melp.com/">melp.com</a>, or in the MELP Mobile Application;
3. MELP Mobile Application shall mean the MELP mobile application that can be downloaded to smart devices and be used to access the MELP Platform 
4. Company shall mean (i) a legal entity acting as an employer; (ii) a self-employed natural person acting as an employer; (iii) a person who employs natural persons on the basis of a service or other civil contract; (iv) a person who provides benefits to Users on a basis other than an employment contract or civil contract;
5. User shall mean a user of the MELP Mobile Application who is an employee of the Company or a natural person otherwise related to the Company and who uses the MELP Mobile Application to find out about the benefits provided by the Company and to use other functionalities of the MELP Mobile Application;
6. Benefits shall mean the benefits provided by the Company to the User in connection with the User's promotion, health care, services or discounts provided by third parties and other user promotion measures to which the User is entitled;
7. Benefit Provider shall mean a third party providing the services that are considered to be the object of the Benefit. When the Benefit is provided by the Company itself, the term Benefit shall include the Company;
8. Terms of Use shall mean these Terms of Use of MELP Platform for Companies;
9. Agreement shall mean these Terms of Use along with the Special Terms and Conditions of the Agreement. Once the Company has signed the Special Terms and Conditions of the Agreement, they, together with these Terms of Use, shall be considered a legally binding agreement on the use of the MELP Platform.
10. Terms of Use of MELP Platform shall mean the Terms of Use of MELP Platform for Users. The current version of the Terms of Use of MELP Platform shall be provided in the MELP Mobile Application.
 
2. GENERAL PROVISIONS
1. The MELP Platform is a tool for Companies to provide information about the Benefits provided to Users, manage them and perform other actions provided for in the Terms of Use. Depending on the chosen method of connection to the MELP Platform, the scope of information provided on the MELP Platform and the offered functionality may differ.
2. The Company's MELP Platform may be accessed and used through the Company's account and may create accounts for Users. Using the Company's account, Companies may upload information to the MELP Platform about the Benefits, their terms and values/limits and manage it: complete, change or delete and perform other actions specified in Section 3 of the Terms of Use.
3. In all cases, Users shall not be obligated to use any Benefits, and the MELP Platform shall act as a tool to provide the User with information about the Benefits provided.
4. In the provision of Benefits, the relationship shall be established directly between the Company and the Benefit Provider and between the User and the Benefit Provider. The provision of Benefits to Users, their quality, compliance with legal acts, etc., including any claims related to the provision of Benefits to the User, shall be the sole responsibility of the Company or the direct Benefit Providers, and MELP shall not assume any obligations or responsibilities in this regard.
5. The Company shall decide at its own discretion when, for how long and to what extent it shall use the functionality of the MELP Platform, taking into account its needs and the terms and conditions of these Terms of Use.
6. In no case shall MELP perform the evaluation of the Benefits provided by the Company or the verification of their description, and the provision of information about the Benefits on the MELP Platform does not imply the advertising of the Benefits or the public offering of the Benefits by MELP. MELP also cannot be considered to be a Benefit Provider. MELP may offer certain forms of Benefit Descriptions, but the Company shall be responsible for the final Benefit Description and Terms of Use.
7. MELP shall not verify that specific Benefits apply to Users and that specific Benefits are properly assigned to Users. However, if the related duties are imposed by law on MELP, MELP shall reserve the appropriate rights, subject to and limited to statutory obligations.
 
3. SERVICES
1. MELP shall grant the Company the right on the MELP Platform:

<ul>
<li class="p7">to create a Company profile page (account) that may be used and accessed on the MELP Platform in accordance with these Terms of Use, and to change the information specified therein;</li>
<li class="p7">to create accounts for Users, enter User information in them and assign Benefits to them; </li>
<li class="p7">to upload to the MELP Platform information about the Benefits, descriptions of Benefits and the conditions of their provision, to fill in, change and delete such information; </li>
<li class="p7">to manage the Benefits provided to the Users at its own discretion; </li>
<li class="p7">to view the Benefits provided by the Company to individual Users; </li>
<li class="p7">to manage Benefit selections (to select Benefit targeting for User categories, group them); </li>
<li class="p7">to upload news and other information related to the Benefits and the conditions of use of the Benefits to the MELP Platform; </li>
<li class="p7">to contact the Users; </li>
<li class="p7">to contact MELP; </li>
<li class="p7">to receive notifications related to the operation and use of the MELP Platform; </li>
<li class="p7">to remove the association of a particular User with the Company and/or the Benefits provided by it. </li>
<li class="p7">to view reports in the Dashboard and change their "sections". </li>
<li class="p7">to see which Users have not selected Benefits and remind them about it; </li>
<li class="p7">to send messages to Users, conduct their surveys and receive and analyse the results of such surveys; </li>
<li class="p7">to use other MELP Platform functionalities provided during the term of the Agreement, a complete list of which is available at <a href="https://melp.com/features/">melp.com</a>.</li>
</ul>
 
4. SERVICES TO USERS
1. The Company shall create MELP Platform accounts for the Users, independently select the Benefits offered to them and the conditions of their application and/or assign the Benefits to the Users.
2. Users who log in to their account in the MELP Mobile Application shall be able to see the Benefits provided to them by the Company, manage them to the extent permitted by the Company and perform other actions provided for in the MELP Platform Terms of Use.
3. Users may use the MELP Mobile Application when the Company enters their data into the MELP Platform, they connect to the MELP Mobile Application and agree to the Terms of Use of the MELP Platform. MELP shall not be liable for the accuracy, completeness and legality of the User data (including personal data) provided by the Company, while the MELP Platform shall act exclusively as a tool to use this data for the purpose of identifying Users and assigning and administering Benefits to them.
4. The Company may only see the accounts of those Users for whom the Benefits have been entered on the MELP Platform by the Company or a person used by it.
5. The Company shall have a duty to ensure that the account on the MELP Platform is initiated only for those Users who are entitled to the Benefits and that the MELP Mobile Application is used only by the authorised Users.
 
5. RIGHTS AND OBLIGATIONS OF THE COMPANY
1. MELP services may be used only by Companies registered on the MELP Platform, which comply with the requirements of the Terms of Use and sign the Special Terms and Conditions of the Agreement.
2. Upon signing the Agreement by the Parties, MELP shall create a Company account on the MELP Platform and grant it administrator rights, which allow managing the Company's account on the MELP Platform and performing the actions specified in Clause 3.1 of the Rules.
3. When using the MELP Platform and providing Benefits to Users, the Company must not damage the image of the MELP or MELP Platform, not disclose or provide information that could damage the image of the MELP or MELP Platform.
4. The Company undertakes:

<ul>
<li class="p7">not to use the MELP Platform in such a way that the operation of the MELP Platform or its individual functions would or could be disrupted; </li>
<li class="p7">not to use the MELP Platform for fraudulent purposes or in any illegal activities;</li>
<li class="p7">to act prudently and fairly when using the MELP Platform and the information it provides; </li>
<li class="p7">to use the MELP Platform exclusively for the purposes set out in the Agreement, in compliance with the terms and conditions of these Terms of Use and without prejudice to the requirements of applicable legislation.</li>
</ul>
6. RIGHTS AND OBLIGATIONS OF MELP
1. MELP shall have the right to supplement the list of services provided through the MELP Platform and to change the functionality of the MELP Platform by making improvements to the system and improvements in its operation. If the functionalities of the MELP Platform are extended in such a way as to enable the Users to create accounts in the MELP Platform or in the MELP Mobile Application themselves, MELP shall have the right to offer the Users to use this functionality.
2. MELP shall have the right to use the depersonalised statistical-analytical information of the MELP Platform related to the use of the Benefits offered by the Company, popularity of individual Benefits, actual use and other statistical data for service improvement, analytics and MELP business development purposes.
 
7. COST OF MELP PLATFORM SERVICES, SETTLEMENTS
1. The Company shall pay the fee specified in the Special Terms and Conditions (hereinafter referred to as the Service Price) for the use of the MELP Platform.
2. MELP shall calculate the price of the Services for the previous month and submit an invoice to the Company no later than on the 5th (fifth) day of the month following the end of the reporting month. For Users in respect of whom the MELP Platform services were provided to the Company during an incomplete reporting period, the Service Price shall be calculated proportionally. For the purposes of this Clause, the reference month shall be deemed to coincide with the calendar month.
3. The Company shall pay the invoices submitted to MELP no later than on the 10th (tenth) day of the month following the reporting month. Invoices shall be paid into the MELP bank account indicated therein.
4. The Company may be granted a trial period for free use of the MELP Platform, as well as a minimum period for using the MELP Platform as well as discounts. All this shall be specified in the Special Terms and Conditions of the Agreement.
5. The Parties undertake to independently fulfil the obligations related to the tax obligations arising from the Agreement, if applicable.z
 
8. INTELLECTUAL PROPERTY
1. The MELP Platform and all its individual elements, including software, source and object codes, algorithms, know-how, databases, texts, designs, logos, product and service names, trademarks (other than those owned by the Companies), and all intellectual property rights to them shall belong exclusively to MELP or its licensors, and no rights to the MELP Platform shall be transferred to the Company.
2. The data entered by the Company on the MELP Platform shall be the property of the Company. All other information and data on the MELP Platform shall belong to MELP.
3. MELP shall grant the Company a non-exclusive, non-transferable right to use the MELP Platform for its intended purpose for the duration of this Agreement. The Company undertakes not to provide, distribute or share the MELP Platform and its login details with third parties.
4. The Company undertakes not to copy, modify or otherwise use the intellectual property objects in an unauthorised way which are specified in this section of the Rules.
 
9. CONFIDENTIALITY
1. Confidential information shall be considered to be all non-public information and documents that the Parties have exchanged or learned about during the performance of the Agreement or use of the MELP Platform, as well as the terms and conditions of the Agreement, except for publicly available information. Confidential information shall also include the business model of MELP, the Service Price and the procedure for the payment thereof, correspondence between the Parties and any other information that is available to the Company on the basis of this Agreement.
2. All data and information related to Users hosted on the MELP Platform shall be considered to be confidential. The Parties undertake to use this information only for the purposes of fulfilling the rights and obligations provided for in the Terms of Use.
3. The Parties undertake not to disclose confidential information to third parties without the written consent of the other Party, except in the exercise of rights or obligations arising from the Agreement or when it is done at the reasonable request of the authorities authorised by the State, in compliance with the requirements of the law. This prohibition shall be valid during the term of the Agreement and indefinitely after its expiration. Violation of confidentiality obligations shall be considered to be a material violation of the Agreement.
4. In such a case, if the information provided by the Company to MELP under the Agreement is confidential and/or contains personal data, the transmission of such information must be done in an encrypted form of management, e.g. using a secure link in Sharepoint.
 
10. DATA PROTECTION
1. The personal data of the Company's employees shall be processed for the purposes of this Agreement. MELP shall act as a data processor with respect to this personal data transferred by the Company. The processing of data by MELP shall be regulated by a separate data processing agreement concluded between MELP and the Company, which shall determine the subject and duration of data processing, the nature and purpose of data processing, the type of personal data and categories of data subjects.
 
11. LIABILITY
1. The Company shall protect and defend MELP from any liability, damage, penalties, fines, or fees arising out of or in connection with the Company's violation of its representations, warranties or obligations under these Terms of Use, paying particular attention to the protection of Users' personal data and privacy and the use of the MELP Platform in strict accordance with the provisions of the Agreement. In the event of losses incurred by MELP as a result of the related violations, the Company must immediately compensate them in accordance with the evidence substantiating the amount of losses provided by MELP.
2. In the relationship between the Company and the User, the Company shall be solely liable for the Benefits provided by the Company, the conditions of their use and their application to the User, and for any losses that may arise from the use of the MELP Platform.
3. MELP shall inform the Users about the Terms of Use of the MELP Platform, but in no case shall accept the liability for the actions performed by the Company or the Benefits provided to the Users and/or possible related damages.
4. MELP shall not be liable for the functionality, quality or related violations of the services provided by third parties used for the enforcement of the Terms of Use and the provision of services.
5. If the Company is late in paying the Service Price, interest on arrears at the rate of 0.05% (five hundredths) on the outstanding amount for each day of delay shall be charged.
 
12. AGREEMENT ON THE LEVEL OF SERVICES
1. To the extent permitted by law, MELP shall assume no liability for:

<ul>
<li class="p7">actions and/or omissions of third parties that would disrupt the use of the MELP Platform and the Company would suffer losses as a result;</li>
<li class="p7">termination of the activities of the MELP Platform for any reason; </li>
<li class="p7">loss, unauthorized disclosure or corruption of MELP Platform data.</li>
</ul>
2. MELP's liability shall arise only for damage caused by MELP's intent or gross 
3. negligence and only for direct losses incurred, the amount and fact of which must be proved by the Company.
4. MELP undertakes to make reasonable efforts to ensure that the MELP Platform functions properly and is accessible to its Users. However, MELP shall not warrant that the MELP Platform will operate without interruption or error and that the information provided on the MELP Platform will be accurate, complete and regularly updated by the Company.
5. If the Company notices MELP malfunctions, the Company may inform MELP about them using the malfunction management system or the e-mail address provided by MELP. MELP shall respond to Company notifications no later than within twenty-four business hours and shall take commercially reasonable steps in order to eliminate the specified interference and restore the operation of the MELP Platform no later than twenty-four business hours after receipt of the Company notification. Upon notification of a disruption, the MELP may assess the severity of the disruption and determine the priorities for addressing the disruption. The Company must work with MELP in order to resolve the disruption, i.e. provide the requested information in a timely manner and appoint a person with sufficient knowledge to communicate with the MELP.
6. MELP cannot guarantee the uninterrupted availability and functionality of the MELP Platform, but MELP shall take commercially reasonable and accessible measures in order to ensure that the availability of the MELP Platform is at least 95% (ninety-five percent), except during periods when the MELP Platform is unavailable due to scheduled maintenance or updating works.
7. The Company hereby understands and agrees that the services of the MELP Platform may be unavailable or delayed at any time and for any reason due to scheduled maintenance or network failure. MELP shall inform the Company about the scheduled maintenance of the MELP Platform no later than 2 (two) business days prior to the start of the scheduled maintenance.
8. If the MELP Platform is unavailable for longer than specified in Clause 12.5 of the Terms of Use, the price of the Services for the relevant accounting period shall be reduced in proportion to the time of inactivity or unavailability of the MELP Platform or other amount mutually agreed upon by the Parties.
9. MELP shall make reasonable efforts to keep the MELP Platform and its content secure. However, no system is completely secure, and MELP does cannot guarantee that the MELP Platform or MELP Mobile Application will be free of viruses, malware, or other elements that could make the MELP Platform or MELP Mobile Application and/or its content dangerous. The Company shall be responsible for the safety of itself and its equipment.
 
13. ORIGIN AND TERMINATION OF CONTRACTUAL RELATIONS
1. These Terms of Use shall become binding on the Company from the date of signing the Special Terms and Conditions of the Agreement and shall be valid for the term specified in the Special Terms and Conditions of the Agreement, under the conditions provided for in these Terms of Use.
2. Either Party may terminate the Agreement at any time, regardless of the reason for termination, by notifying the other Party in writing at least 30 (thirty) days in advance.
3. MELP hereby reserves the right, at its sole discretion, to unilaterally, in whole or in part, restrict access to and use of the MELP Platform services at any time in the event of a violation of the Agreement, threat to or damage to the security, reputation or business of the MELP Platform, as well as in other cases considered necessary at the discretion of the MELP, subject to the limitations set forth in the Agreement and legislation. In such cases, MELP shall provide a reasoned notice of restriction or suspension of services.
4. In the event of a minor violation of the Agreement, the affected Party shall notify the other Party of the violation and set a reasonable term for remedying the violation. Failure to remedy the violation within the prescribed term shall automatically terminate the application of the Terms of Use to the Parties upon the expiry of the term for rectification of the deficiencies. For the avoidance of doubt, it shall be considered that the material violation of the Agreement shall be understood as violations of Clauses 5.3, 5.4, 7.3, Sections 8, 9 of the Terms of Use.
5. Upon termination or expiration of the Agreement, MELP shall have the right to immediately delete the Company's account on the MELP Platform and the Company's User accounts. In the event that a particular User's account on the MELP Platform is linked to Benefits provided by several Companies, in the event of termination or expiration of the Agreement, only information related to the Company and its Benefits shall be removed from such User's account, but such User's account shall not be deleted.
6. If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part by any applicable law, such provision or part thereof shall cease to apply to that extent, without prejudice to the legality, validity and enforceability of the remainder of this Agreement. In such a case, the Parties must replace the illegal, invalid or unenforceable provision (part thereof) with a legal, valid and enforceable provision (part thereof), which, to the greatest extent possible, has a similar effect on an illegal, invalid or unenforceable provision (part thereof), depending on the content and purpose of the Agreement.
 
14. AMENDMENTS TO THE TERMS OF USE
1. MELP hereby reserves the right to amend the terms and conditions of the Terms of Use and the functionality of the MELP Platform or the MELP Mobile Application at any time. The Company shall be informed about the planned amendment to the terms and conditions of the Terms of Use by sending an updated version of the Terms of Use thereto and indicating the effective date of the amendments to the Terms of Use, which may not be shorter than 15 (fifteen) days before the effective amendment. If the Company does not agree with the amendments to the Terms of Use, the Company shall acquire the right to unilaterally terminate this Agreement from the date on which such amended terms and conditions of the Terms of Use enter into force. If the Company does not express its disagreement with the amended terms and conditions of the Terms of Use before the effective date and continues to use the services of the MELP Platform, the updated terms and conditions of the Terms of Use shall be deemed acceptable and binding to the Company and shall apply from the effective date of the amendments.
2. If necessary, MELP may make changes to the functionality of the MELP Platform or these Rules in order to improve the functionality of the MELP Platform or the MELP Mobile Application, provided that this does not change the material terms and conditions of the Agreement. Such amendments shall be binding from the date of their submission to the Company, without the abovementioned procedure for amending the Agreement.
 
15. FINAL PROVISIONS
1. MELP shall have the right to update, terminate or change the functionality of the MELP Platform or the MELP Mobile Application at any time, without any restrictions, at its discretion, provided that the functionality of the MELP Platform is not less than at the time of signing the Agreement.
2. The Agreement shall be governed by and construed in accordance with the law of the Republic of Lithuania. All disputes arising out of the Agreement shall be settled by negotiation. If no agreement is reached within 30 (thirty) days, disagreements shall be resolved in accordance with the procedure established by the laws of the Republic of Lithuania in a competent court in Vilnius.
3. Information shall be provided to the Company for the purposes of performance of the Agreement by e-mail provided by the Company to MELP or through the MELP Platform.
4. The current version of the Terms of Use shall be available at <a href="http://www.melp.com/">melp.com</a>.
5. The Company and MELP undertake to cooperate and provide information to each other in order to ensure the proper functioning of the MELP Platform and the provision of services under the Agreement.
6. The Terms of Use do not create an employment relationship, commercial representation, joint venture, partnership or agency relationship between the Company and MELP.
7. The Company may not assign, in whole or in part, this Agreement as well as any of its rights or obligations under it. MELP shall have the right to assign, in whole or in part, rights or obligations under this Agreement, in whole or in part, without consent of the other Party.
 
Version of the Terms of Use: V.1.0.
Date of entry into force: 01/05/2021

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